IT started with a phone call at 1.30 in the morning.
Raymond Miquel, then head of the whisky group Arthur Bell and Sons, was staying at the Westin Hotel in Chicago. He always stayed there during trips to the Windy City, but he was no mere business guest this time around.
He was in the States to buy the Westin Hotels portfolio of luxury hotels from United Airlines, which was in financial difficulties. After a few days of gruelling negotiations, a deal was tantalisingly close.
On the other end of the phone was Geoff Cooper, Bell's finance director, calling from Scotland. The news was terrible. Guinness plc had just confirmed to the stock market that morning that it intended to launch a takeover bid for the distiller.
Miquel, now 80, recalls this story from the first floor of another well-heeled hotel, the Blythswood in Glasgow. In the 27 years that have lapsed since that night in June 1985, his business career has gone through two more acts: at brewer Belhaven and confectioner Lees. This battle sticks in the mind more than any other, however.
"I took a relaxed view," he says of the call. "I said, 'OK, it's happened, I'll just finish negotiating with United Airlines'. I knew that if we could do that deal, we would be too big for Guinness to afford. Even at that point we were more profitable than them."
His legal advisers had other ideas. Deal-making during a takeover bid would breach stock-market rules. The whole plan had to go on ice until the bid was resolved.
"When I came back on Concorde, there were about 20 photographers there. I had never experienced anything like it," Miquel says, his dark gritty eyes twinkling.
He was up against Ernest Saunders, the Guinness chief executive who would famously end up in prison for manipulating his company's share price five years later. But Saunders did not come a cropper until his next deal, Edinburgh's United Distillers in 1986. For his move on Bell's, he had worked everything out meticulously. Guinness claimed that the distiller had lost its way, putting heavy emphasis on its failure to build a decent beach head in the US. Saunders had poached Bell's corporate financiers Morgan Grenfell and forced its main legal adviser, Henry King, to stand aside, having engaged his services in a private issue the year before.
He courted the Scottish establishment with assurances that Bell's would retain its autonomy in Perth without redundancies. Venerable Edinburgh bank Noble Grossart agreed to come onboard as an adviser and politicians such as then-Liberal leader David Steel publicly backed the deal, along with most of the Scottish business press. Miquel, who had been in charge since the late 1960s, could only protest that Bell's had increased profits every year since its flotation in 1971 and had grown to become the nation's favourite whisky with a 28% market share.
As if all this was not bad enough, Saunders still had another ace to play. It related to Bell's own hostile takeover of Gleneagles Hotel Group two years earlier. Miquel had kept on chief executive Peter Tyrie and given him a seat on the board, despite some unpleasant exchanges during the battle. Bygones appeared to be bygones. Miquel claims he saw the younger man as his successor – particularly if the Westin deal went through.
Yet Tyrie's private view was that the whisky and hotel companies had never been a good fit. He wanted to run hotels, not distilleries. After Guinness upped its bid by nearly 20% in August 1985, Tyrie publicly switched sides, claiming Bell's had rejected the new offer without board approval. It later turned out that he and Saunders had been in talks for a number of weeks over him possibly leading a management buyout of the Gleneagles group if Guinness was successful. Miquel claims this split made it virtually impossible for shareholders to support the status quo.
"Maybe I shouldn't have put Peter Tyrie on the board," he reflects. "But we ran an awful campaign. We just jumped from one place to another. Saunders had worked over a long period. He knew all about us."
It severed Miquel's ties with Bell's, which dated back to the late 1950s when he had arrived as a 25-year-old time-and-motions trainer (he was originally third choice for the job). According to his biography, Business As Usual, which was recently republished to include his departure from Lees, Miquel learned early in life from competing in athletics and tennis how to lose and move on.
HE insists he has few regrets about the Guinness episode, but he still talks at length about the aftermath: Guinness's promises of autonomy fell away, distilleries and bottling halls closed and the Bell's brand ended up as a relatively minor player in the Diageo stable. Even today, the 2.5 million cases of Bell's that Diageo sells worldwide are about half what the company was selling in the year it was taken over.
"History shows how disastrous it's been," he says. "Diageo – maybe rightly for them – take the brands that sell the largest amounts in whichever country and cut out the rest. So they closed down Bell's in the US, for example."
Miquel thinks the brand has been badly marketed since, arguing it was the premium blend of its era, better regarded than the likes of Johnny Walker and Chivas Regal. While he remains in favour of the stock market, he thinks more should be done to protect big Scottish companies from hostile foreign takeovers.
"If buyers can work around the rules to acquire, surely we can work around the rules to protect companies?" he says.
The reason why the Scottish establishment turned against Bell's, he maintains, was jealousy at his success.
"People were envious," he says. "If they thought they could put me in my place they would."
He says the same people used to leak stories to the press about him being hard on louche sales staff, refusing to delegate and calling himself professor when it was only an honorary title from Glasgow University. Asked who they were, he replies with an unapologetic chuckle: "Unsuccessful people - People that weren't going anywhere in life that wanted to make a point."
He says his refusal to delegate was "leadership". He admits he didn't suffer fools, but says he worked as hard as he expected of anyone else, having learned to strive from his French chef father and war-time upbringing in London and Glasgow. Others recall that directors were not allowed to leave until well into the evening, everyone had to call him Mr Miquel, although there was no question he was well respected.
He adds he was never a hirer and firer and insisted on giving all staff equal share issues each year. He remembers times of "great fun" with employees, a number of whom still contact him regularly.
He tried retiring after Bell's but soon got bored and got involved with Belhaven. It only lasted a couple of years, however, after he was pushed out in a boardroom battle. There followed a period of working with venture capitalists and failing to buy things until he finally got involved with a group called Claymore, which owned a ragbag of Scottish assets including Lees. By 1993, having taken control along with co-investor Klaus Perch-Nielsen and got rid of the other businesses, Miquel turned his full attention to the confectioner.
Lees of Coatbridge was an old family business dating back to the 1930s that was famous in Scotland for products like macaroons and snowballs. The whole operation was in chaos, with little sense of which products were profitable and serious production problems. Miquel set about attending to every detail in the way that had made Bell's so successful. Though Lees was a smaller concern and hardly as glamorous, he makes clear in his book that he had deliberately chosen a nightmare to silence his detractors.
It took until 2004 before the company was ready for an Aim listing. Having decided the confectionery market was too competitive to attempt to grow through product launches, he needed the cash to buy other businesses. There followed various near misses and bad fits before Lees ended up buying cake maker Patisserie UK, based in Livingston, for £2.5 million in 2007. By this time the board included Miquel's only son Clive, an executive director at the company.
The deal was a disaster. Patisserie UK relied on a contract with Costa Coffee for 75% of its business and in 2008, only months after the takeover, this was cancelled. In March 2009, Lees put the baker into administration.
Miquel has hinted elsewhere that he wasn't entirely happy with the acquisition, having been on sick leave with a hip operation while others were in charge. Today he only says: "I was on crutches when I signed the deal. I didn't spend the time I should have spent examining the due diligence. I take responsibility for that."
He insists the PUK collapse had no bearing on what followed, but it certainly would not have helped the mood in the boardroom. Profits had tanked in 2008 through bad debt provisions, though they rose again in 2009 partly from a £225,000 settlement with the ex-PUK owners over failure to meet sales projections.
"I might have got the feeling the other directors were thinking I was too old," he says. "At the beginning of the year, [Perch-Nielsen] asked if I had thought of retiring. I said, 'I don't retire. I am very surprised that after all I have done in this company, you would ask me that.'"
With this matter unresolved, the boardroom talk turned to the future. Miquel wanted Lees to invest in the gourmet Champany chop and ale house near Linlithgow. There were plans to put a deli on the premises and then open a couple of other such restaurant/boutique hotel complexes over the next several years.
But his fellow directors did not like the idea. They thought it too far from Lees' core business and were not swayed by Miquel's past experience in high-end catering. Though one can only speculate about what followed, all that is known is that by that September, he had stepped down with immediate effect and had been succeeded by his son.
Miquel, who has a policy of not discussing his family, refuses to go into more detail. He will not say whether he has reconciled with Clive, saying only at one point that they are not similar to one another.
"I couldn't go any further if the board weren't going to support me in making acquisitions and developing," he concludes.
Neither will he comment on Lees' more recent announcement that it is going private in a management buyout. He does not appear impressed, however.
Yet he is still not retiring. He is on the lookout for another venture, regularly making business trips to London, spending time in the gym every Saturday and Sunday morning.
"I would like to do another Lees," he smiles. "My wife has given up on me ever retiring. She just lets me get on with it."
He smoothes his pink tie and immaculate suit and makes off to begin the drive back to his home near Gleneagles. Whatever makes Raymond Miquel tick, it is not out of batteries yet.
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